-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LaSfnnQKAUAQiABWyArKaGuDPaq9wZ1ViwtVBTDlNNOI9hjHBpDX86Hw4VqMuuWc cl384V3bMBtQP8l86jtFUg== 0000803399-99-000003.txt : 19990518 0000803399-99-000003.hdr.sgml : 19990518 ACCESSION NUMBER: 0000803399-99-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL BACHE AG SPANOS GENESIS INCOME PARTNERS L P I CENTRAL INDEX KEY: 0000803399 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 943028296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-16861 FILM NUMBER: 99628367 BUSINESS ADDRESS: STREET 1: 1341 W ROBINHOOD DR STE B-9 CITY: STOCKTON STATE: CA ZIP: 95207 BUSINESS PHONE: 2094780140 MAIL ADDRESS: STREET 1: 1341 WEST RODINHOOD DR STREET 2: STE B9 CITY: STOCKTON STATE: CA ZIP: 95207 10-Q 1 PRUDENTIAL-BACHE/AG SPANOS GENESIS INCOME PARTNERS L.P. I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 OR / /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 0-16861 PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I - --------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 94-3028296 - --------------------------------------------------------------------------- (State or other jurisdiction of I.R.S. Employer Identification No.) incorporation or organization) 1341 West Robinhood, B-9, Stockton, CA 95207 - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (209) 478-0140 N/A - --------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check CK whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes _CK_ No__ TABLE OF CONTENTS
PAGE ------ Part I. Financial Information Item 1: Balance Sheets - March 31, 1999 and December 31, 1998 . . . . . . . . . . . . . . . . . 3 Statements of operations for the three months ended March 31, 1999 and 1998 . . . . . . . . . . . . . . 4 Statement of changes in partners' equity (deficit) for the three months ended March 31, 1999 . . . . . 5 Statements of cash flows for the three months ended March 31, 1999 and 1998 . . . . . . . . . . . 6 Notes to Financial Statements . . . . . . . . . . . 7 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . 10 Part II. Other Information . . . . . . . . . . . . . . . . . 11
2 PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I (A Limited Partnership) BALANCE SHEETS (Unaudited)
March 31, December 31, 1999 1998 ---------- ---------- ASSETS Property, net $64,636,556 $65,344,609 Cash and cash equivalents 6,816,968 6,386,116 Accounts receivable, affiliate 328,476 163,476 Other assets 305,820 348,882 ---------- ---------- $72,087,820 $72,243,083 ---------- ---------- ---------- ---------- LIABILITIES AND PARTNERS' EQUITY (DEFICIT) Liabilities: Mortgage loans payable $56,652,407 $56,917,509 Accounts payable 533,733 512,015 Accounts payable, affiliate 204,063 205,900 Accrued distributions -0- 412,373 Accrued interest 390,032 402,819 Accrued property taxes 451,979 442,283 Unearned rent and tenant deposits 518,748 513,654 ---------- ---------- 58,750,962 59,406,553 ---------- ---------- Partners' equity (deficit): Limited partners' equity (64,660 units authorized and outstanding) 7,487,014 6,996,693 Special limited partners' equity (7,749.5 units authorized and outstanding) 6,862,188 6,862,188 General partners' deficit (1,012,344) (1,022,351) ---------- ---------- 13,336,858 12,836,530 ---------- ---------- $72,087,820 $72,243,083 ---------- ---------- ---------- ----------
See notes to financial statements. 3 PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I (A Limited Partnership) STATEMENTS OF OPERATIONS For the three months ended March 31, 1999 and 1998 (Unaudited)
1999 1998 ---------- ---------- Revenues: Rental $ 4,102,750 $ 4,010,138 Land/Lease rentals from affiliates 165,000 165,000 Interest 57,636 49,972 ---------- ---------- 4,325,386 4,225,110 ---------- ---------- Expenses: Property operating expenses 1,301,772 1,327,624 Property taxes 305,663 311,297 Property management fees to affiliates 123,633 120,422 General and administrative expense 71,616 74,602 Interest expense 1,150,211 1,190,017 Management fees to affiliates 164,110 160,406 Depreciation 708,053 708,053 ---------- ---------- 3,825,058 3,892,421 ---------- ---------- Net income $ 500,328 $ 332,689 ---------- ---------- ---------- ---------- Net income allocated to General Partners $ 10,007 $ 6,654 ---------- ---------- ---------- ---------- Net income allocated to Limited Partners $ 490,321 $ 326,035 ---------- ---------- ---------- ---------- Net income allocated to Special Limited Partners $ -0- $ -0- ---------- ---------- ---------- ---------- Net income per unit of limited partnership interest $ 7.58 $ 5.04 ---------- ---------- ---------- ----------
See notes to financial statements. 4 PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I (A Limited Partnership) STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT) For the three months ended March 31, 1999 (Unaudited)
Special Limited Limited General Total Partners Partners Partners ---------- ---------- ---------- ---------- Partners' equity (deficit)- December 31, 1998 $12,836,530 $ 6,996,693 $ 6,862,188 $(1,022,351) Net income 500,328 490,321 -0- 10,007 ---------- ---------- ---------- ---------- Partners' equity (deficit)- March 31, 1999 $13,336,858 $ 7,487,014 $ 6,862,188 $(1,012,344) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
See notes to financial statements. 5 PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I (A Limited Partnership) STATEMENTS OF CASH FLOWS For the three months ended March 31, 1999 and 1998 (Unaudited)
1999 1998 ---------- ---------- Cash flows from operating activities: Net income $ 500,328 $ 332,689 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 708,053 708,053 Change in other assets 43,062 8,509 Change in accounts receivable, affiliate (165,000) -0- Change in accounts payable, affiliate (1,837) (2,975) Change in accrued liabilities 18,627 74,140 Change in unearned rent and tenant deposits 5,094 (7,134) ---------- ---------- Total adjustments 607,999 780,593 ---------- ---------- Net cash provided by operating activities 1,108,327 1,113,282 ---------- ---------- Cash flows from financing activities: Mortgage loan principal amortization (265,102) (251,289) Distributions to partners (412,373) (412,373) ---------- ---------- Net cash used in financing activities (677,475) (663,662) ---------- ---------- Net increase in cash and cash equivalents 430,852 449,620 Cash and cash equivalents, beginning of period 6,386,116 5,323,329 ---------- ---------- Cash and cash equivalents, end of period $ 6,816,968 $ 5,772,949 ---------- ---------- ---------- ----------
See notes to financial statements. 6 PRUDENTIAL-BACHE/A. G. SPANOS GENESIS INCOME PARTNERS L.P., I (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS(Unaudited) NOTE A - FINANCIAL STATEMENT PREPARATION The March 31, 1999 financial statements have been prepared without audit. In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the Partnership's financial position, results of operations and cash flows. The operating results for the three months ended March 31, 1999 are not indicative of the results expected for the full year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements must be read in conjunction with the financial statements and notes thereto included in the Partnership's annual report for the year ended December 31, 1998. The Partnership intents to liquidate in 1999 after all distributions have been paid to the partners. NOTE B - PROPERTY Property is comprised of the following:
March 31, 1999 December 31, 1998 ---------------------------------- Apartment buildings $ 77,245,362 $ 77,245,362 Equipment 4,937,209 4,937,209 Land 17,147,732 17,147,732 Land held for lease 2,479,098 2,479,098 ----------- ----------- 101,809,401 101,809,401 Less: Accumulated depreciation (37,172,845) (36,464,792) ----------- ----------- $ 64,636,556 $ 65,344,609 ----------- ----------- ----------- -----------
On March 11, 1999, the Partnership entered into an agreement to sell all the Properties to WXI/SPN Real Estate Limited Partnership for $126,333,500. Under the terms of the leases for the Land/Leases, approximately $20,117,000 of the sales price (which includes approximately $19,871,000 of existing mortgage debt) is allocable to A.G. Spanos Construction, Inc., an affiliate of the Spanos General Partner, as consideration for its sale of the Del Rio and Cameron Creek improvements. (The Partnership owned the land underlying Del Rio and Cameron Creek, but not the improvements.) The sale of seven of the properties closed April 23, 1999. The sale of the other two closed May 12, 1999. Pursuant to the Settlement Agreement approved by the court in connection with the Prudential Securities Incorporated Limited Partnership Litigation (MDL Docket 1005), the Partnership will pay approximately $3,300,000 in legal fees to the counsel representing the Unitholders, $2,614,513 of which amount was paid on May 4, 1999. 7 NOTE C - RELATED PARTY TRANSACTIONS Set forth below are the fees and other amounts relating to transactions between the Partnership and the General Partners and their affiliates for the three months ended March 31, 1999 and 1998.
1999 1998 ----------------------- Expensed to the General Partners: Supervisory management fee $ 82,055 $ 80,203 Special distribution 70,305 68,453 Administrative expense reimbursements 11,750 11,750 ------- ------- $164,110 $160,406 ------- ------- ------- ------- Expensed to A.G. Spanos Management, Inc.: Property management fees $123,633 $120,422 ------- ------- ------- ------- Accrued to the Partnership: Ground rent on Land/Leases $165,000 $165,000 ------- ------- ------- -------
Accruals of $164,110 and $164,986 for the supervisory management fee, special distribution and administrative expense reimbursements and $39,953 and $40,914 for property management fees were outstanding at March 31, 1999 and December 31, 1998, respectively. Ground rent of $328,476 and $163,476 was receivable from affiliates of the Spanos General Partner at March 31, 1999 and December 31, 1998, respectively. All accrued ground rent was paid in May 1999. The General Partners' capital account deficit for financial accounting purposes exceeds the amount the General Partners would be obligated to restore if the Partnership were to dissolve. Prudential Securities Incorporated ("PSI"), an affiliate of the Bache General Partner, owned 1,920 Units at March 31, 1999. 8 NOTE D - SUBSEQUENT EVENT In May 1999, the Partnership paid cash distributions of $30,066,900, $5,615,552 and $495,280 to the Unitholders, Special Limited Partners and General Partners, respectively, from the sale of seven of the Properties. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Capital Resources and Liquidity In July 1998, a majority in interest of the limited partners approved a proposal to sell all the Partnership's properties at a public auction and then distribute the sale proceeds in liquidation of the Partnership. The proposed auction and liquidation are part of an overall settlement of certain litigation which had been pending in the United States District Court for the Southern District of New York under the caption In re Prudential Securities Incorporated Limited Partnerships Litigation (MDL Docket 1005). In July 1998, the settlement, including the auction and liquidation, was approved by the court. In March 1999, the Partnership entered into a contract to sell the Properties. The sale closed in April and May 1999. The Partnership expects to make liquidating distributions of approximately $650 per Unit in 1999. An initial liquidation distribution of $465 per unit was paid on May 4, 1999. The Partnership's operating activities provided cash of $1,273,000 in the first quarter of 1999, of which $65,000 reflects timing differences related to current assets and liabilities. Of the balance, $265,000 was applied to scheduled principal amortization on the Partnership's mortgage debt and $943,000 was retained. Results of Operations Rental revenue was $4,103,000 for the first three months of 1999, an increase of 2.3% compared to the same period last year, primarily due to increased occupancy and effective rental rates at Cypress Pointe, Comanche Place, Chelsea Park and Mission Trails. The average occupancy of the seven Apartment Projects was 95.6% for the first three months of 1999 compared to 94.8% for the first three months of 1998. Property operating expenses decreased $30,000 compared to the first three months of 1998, principally because of lower repair and maintenance costs. Property management fees, which are 3% of property revenue, increased with the increase in revenue. 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings (None) Item 2. Changes in Securities (None) Item 3. Defaults Upon Senior Securities (None) Item 4. Submission of Matters to a Vote of Security Holders (None) Item 5. Other Information (None) Item 6. Exhibits and Reports on Form 8-K Exhibits 4(a) Certificate of Limited Partnership of Registrant as filed with the Secretary of State of Delaware, incorporated by reference to Exhibit 4(a) to Amendment No. 1 to Registration Statement on Form S-11, File No. 33-9139, filed with the Securities and Exchange Commission on January 28, 1987. 4(b) Amendment to Certificate of Limited Partnership of Registrant as filed with the Secretary of State of Delaware, incorporated by reference to Exhibit 4(b) to Amendment No. 2 to Registration Statement on Form S-11, File No. 33-9139, filed with the Securities and Exchange Commission on February 20, 1987. 4(c) Amended and Restated Agreement of Limited Partnership of Registrant, incorporated by reference to Exhibit 4(c) to Amendment No. 2 to Registration Statement on Form S-11, File No. 33-9139, filed with the Securities and Exchange Commission on February 20, 1987. 11 4(d) Amendments No. 1 through 6 dated June 3, July 2, August 3 and 20, September 10 and October 2, 1987, respectively, to the Amended and Restated Agreement of Limited Partnership of Registrant, incorporated by reference to Exhibit 4(d) to Post-Effective Amendment No. 1 to Registration Statement on Form S-11, File No. 33-9139, filed with the Securities and Exchange Commission on November 12, 1987. 4(e) Amendments No. 7 through 13 dated December 4 and 18, 1987 and February 1, March 8 and 25, April 27 and August 12, 1988, respectively, to the Amended and Restated Agreement of Limited Partnership of Registrant, incorporated by reference to Exhibit 4(e) of the Annual Report on Form 10-K dated December 31, 1988, File No. 33-9139. 4(f) Amendment No. 14 dated August 12, 1998, to the Amended and Restated Agreement of Limited Partnership of Registrant, incorporated by reference to Exhibit 4(f) of the Quarterly Report on Form 10-Q dated September 30, 1998, File No. 33-9139. 10 Agreement for Purchase and Sale of Real Property dated March 11, 1999 by and among the Partnership and A.G. Spanos Construction, Inc. as Sellers and WXI/SPN Real Estate Limited Partnership as Buyer, incorporated by reference to Exhibit 10 of the Annual Report on Form 10-K dated December 31, 1998, File No. 33-9139. 27 Financial Data Schedule (filed herewith) Reports on Form 8-K On March 22, 1999 the Partnership filed a report on Form 8-K dated March 11, 1999 to report that the Partnership had entered into a contract to sell the Properties. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS, L.P., I (Registrant) By: A.G. Spanos Residential Partners-86, General Partner By: AGS Financial Corporation, a general partner By: /s/Arthur J. Cole Date: May 17, 1999 --------------------------------- Arthur J. Cole President and Chief Accounting Officer By: A.G. Spanos Realty, Inc., a general partner By: /s/Arthur J. Cole Date: May 17, 1999 --------------------------------- Arthur J. Cole Vice President and Chief Accounting Officer 13 EX-27 2 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 The Schedule contains summary financial information extracted from the financial statements for Prudential-Bache/A.G. Spanos Genesis Income Partners L.P., I, and is qualified entirely by reference to such financial statements. 000803399 Prudential-Bache/AG Spanos Genesis Income Partners LP I 1 Dec-31-1999 Jan-1-1999 Mar-31-1999 3-Mos 6816968 0 634296 0 0 7451264 101809401 37172845 72087820 2098555 56652407 0 0 0 13336858 72087820 4267750 4325386 0 0 2674847 0 1150211 0 0 0 0 0 0 500328 7.58 0
-----END PRIVACY-ENHANCED MESSAGE-----